The Board of Directors in its meeting held today considered the matter as mentioned in the enclosed filed
Awaiting price reaction for this filing.
Filtron Engineers' board has approved acquiring 100% of Gabrielle Infra Speciality Private Limited (GISPL), a Mumbai-based construction contractor with FY25 turnover of Rs. 72.24 crore, via a share swap worth Rs. 45 crore in equity plus Rs. 19.21 crore in 0.5% Non-Convertible Compulsorily Redeemable Preference Shares (NCCRPS). Existing promoters (the Hegde family and Mr. Avinash Muley) are exiting by selling 13,68,250 equity shares to Mr. Tarak Gor and Mr. Jayesh Rawal, the promoters of GISPL, who will each end up with 35.42% of Filtron post-allotment. The company will raise its authorised share capital from Rs. 3.5 crore to Rs. 85 crore and also issue 1.59 crore fresh equity shares at Rs. 10 each to 25 non-promoter investors, raising Rs. 15.9 crore in cash. A postal ballot will seek shareholder approval for the acquisition and the share issuances. The deal is expected to close in 3-4 months and marks Filtron's entry into the construction services business, which is outside its current line of work.
This is a transformational deal for Filtron Engineers: there is a complete change of control, heavy equity dilution (the two new promoters together will hold ~70.8% post-allotment), and a pivot into construction. Existing shareholders are likely to see significant value erosion given the par-value (Rs. 10) issuance on a large scale, while the stock may remain volatile pending the postal ballot outcome and completion of the acquisition.